Peter B. Kyne's Western retelling of the Three Wise Men story had already been filmed five times, including a 1919 silent version (Marked Men) directed by John Ford and starring Harry Carey. Twenty-nine years later, Ford remade the filmóhis first in Technicoloródedicating it to Carey and casting his son Harry Carey Jr., John Wayne, and Pedro Armendariz as three outlaws fleeing the law who encounter a dying woman (Mildred Natwick) giving birth at a desert oasis. Before she dies, they pledge to be the child's godfathers, even though saving the child could cost them their own lives.